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ANDREW M.

CALAMARI
REGIONAL DIRECTOR
Attorney for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
3 World Financial Center, Suite 400
New York, New York 10281-1022
(212) 336-1100
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE COMMISSION,


Plaintiff,

Civ. No. ____ (__)

v.
COMPLAINT
James P. Griffin, John Wolle, 54Freedom Inc., 54Freedom
Securities Inc., 54Freedom Tele Inc., MoneyIns Inc.,
54Freedom Foundation Inc., 5 Ledyard Avenue LLC,
5 Ledyard Corporation, and IICNet LLC,
Defendants,
v.
Chary Griffin,
Relief Defendant.

Plaintiff Securities and Exchange Commission (Commission) for its Complaint against
defendants James Griffin (Griffin), John Wolle (Wolle), 54Freedom Inc., 54Freedom
Securities Inc., 54Freedom Tele Inc., MoneyIns Inc., 54Freedom Foundation Inc., 5 Ledyard
Avenue LLC, 5 Ledyard Corporation, and IICNet LLC (collectively Defendants), and relief
defendant Chary Griffin, alleges as follows:

SUMMARY OF ALLEGATIONS
1.

This civil enforcement action concerns a series of fraudulent offerings and sales

of securities, from 2007 through at least 2014, by defendants 54Freedom Inc., 54Freedom Securities Inc., 54Freedom Tele Inc., MoneyIns Inc., 54Freedom Foundation Inc., 5 Ledyard Avenue
LLC, 5 Ledyard Corporation, and IICNet LLC (collectively, 54 Freedom or the 54Freedom
Corporate Defendants), closely-related corporate entities. Defendants fraudulently induced individual investors to purchase 54Freedom securities i.e., its stock, promissory notes and charitable gift annuities (CGAs) with materially false and misleading oral and written projections and promises regarding 54Freedom share price increases, stock listings, revenue projections, the safety of the securities, and 54Freedoms use of investor proceeds. Defendant James
Griffin created and controlled 54Freedom and orchestrated the fraud. Defendant John Wolle was
Treasurer and Chief Financial Officer of at least certain of the 54Freedom entities, and joined in
at least certain aspects of the fraud.
2.

54Freedoms initial purported business was selling insurance products to the 54

million Americans with disabilities. However, early on (if not from the outset), it was apparent
that 54Freedoms business goal was unworkable i.e., that 54Freedom was not generating, and
would not generate, significant or meaningful revenue. Defendants nonetheless proceeded for
years to induce unsuspecting investors (many of them elderly) to purchase 54Freedom stock and
promissory notes with wildly optimistic projections regarding the companies future revenues,
stock prices, and stock listings projections that Defendants knew or recklessly disregarded were
unrealistic. After a number of years, Defendants changed their purported business plan to focus
on 54Freedoms sale of its CGA product but continued to make similarly unrealistic financial
projections to prospective investors in 54Freedom stocks and notes. In addition, Griffin

fraudulently diverted large amounts of the CGA investors funds that he and 54Freedom had
promised investors would be used to purchase A-rated annuities to back the CGAs. Instead,
Griffin used those funds to pay his own personal expenses and/or other 54Freedom expenses
(including money it owed earlier 54Freedom investors).
3.

Using these and other fraudulent devices, Griffin and Wolle induced individuals to

invest at least $8 million in 54Freedom stocks, notes and CGAs. Defendants commingled those
funds in pooled bank accounts from which Griffin personally misappropriated at least $1.2 million
to pay personal expenses of himself and his wife (relief defendant Chary Griffin).
VIOLATIONS
4.

As a result of the conduct described in paragraphs 25 through 138 below,

Defendants violated Section 17(a) of the Securities Act of 1933 [15 U.S.C. 77q(a)] (Securities
Act) , Section 10(b) of the Securities Exchange Act of 1934 [15 U.S.C. 78(j)] (Exchange
Act) and Rule 10b-5 [17 C.F.R. 10b-5] (Rule 10b-5) promulgated thereunder, which
prohibit fraudulent conduct in the offer or sale of securities and in connection with the purchase
or sale of securities.
5.

As a result of the conduct described in paragraphs 25 through 138 below,

Defendants violated Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. 77e(a) and

77e(c)], which make it unlawful for any person, directly or indirectly, to sell or to offer to sell a
security for which a registration statement is not filed or not in effect or there is not an applicable
exemption from registration.
6.

As a result of the conduct described in paragraphs 25 through 138 below, Griffin

and Wolle violated Section 15(a) of the Exchange Act [15 U.S.C. 78o(a)], which makes it
unlawful for any broker or dealer to effect any transactions in, or to induce or attempt to induce

the purchase or sale of, any security, unless such broker or dealer is registered or associated with
a registered broker-dealer.
7.

As a result of the conduct described in paragraphs 25 through 138 below, Griffin

and Wolle aided and abetted the 54 Freedom Corporate Defendants violations of Exchange Act
Section 10(b) and Rule 10b-5 thereunder.
8.

As a result of the conduct described in paragraphs 25 through 138 below, Wolle

aided and abetted the 54Freedom Corporate Defendants violations of Securities Act Section
17(a).
9.

As a result of the conduct described in paragraphs 25 through 138 below, pursuant

to Exchange Act Section 20(a), Griffin is liable for violating Exchange Act Section 10(b) and
Rule 10b-5 thereunder as a control person of the 54Freedom Corporate Defendants, to the same
extent as the 54Freedom Corporate defendants are liable for violating those provisions.
10.

Unless permanently restrained and enjoined, Defendants will again engage in the

acts, practices, transactions and courses of business set forth in this Complaint and in acts,
practices, transactions and courses of business of similar type and object.
JURISDICTION AND VENUE
11.

The Commission brings this action pursuant to the authority conferred upon it by

Section 20(b) and 22(a) of the Securities Act [15 U.S.C. 77t(b) and 77v(a)], and Exchange
Act Sections 20(e), 21(d) and (e), and 27 [15 U.S.C. 78t(e), 78u(d) and (e), and 78aa].
12.

Venue is proper in the Northern District of New York pursuant to Section 22(a) of

the Securities Act [15 U.S.C. 77v(a)], Section 27 of the Exchange Act [15 U.S.C. 78aa].
Certain of the transactions, acts, practices and courses of business alleged in this Complaint
occurred in the Northern District of New York. Defendant Griffin and relief defendant Chary

Griffin are residents of Cazenovia, New York. 54Freedoms offices, where Defendants
perpetrated the fraud, are also located in Cazenovia, New York. In addition, many of the
54Freedom investors victimized by the fraud also live the Cazenovia, New York area.
13.

In connection with the transactions, acts, practices and courses of business alleged

in this Complaint, Defendants, directly or indirectly, singly or in concert, have made use of the
means and instrumentalities of interstate commerce, or of the mails, or of the facilities of a
national securities exchange.
DEFENDANTS
14.

James P. Griffin was the founder and Chief Executive Officer of all of the

54Freedom Corporate Defendants, and controlled them throughout their existence.


15.

John Wolle worked for 54Freedom, Inc. since at least 2010, including as its

Treasurer and Chief Financial Officer, and as Treasurer and Chief Financial Officer of at least
certain of the other 54 Freedom entities.
16.

54Freedom Inc., a New York corporation since 2008, is located in Cazenovia,

New York.
17.

54Freedom Securities Inc., a New York corporation since 2010, is located in

Cazenovia, New York.


18.

54Freedom Tele Inc., a Florida corporation since 2010, is located in Miami,

Florida.
19.

54Freedom Foundation Inc., a New York corporation since 2010, is located in

Cazenovia, New York.


20.

5 Ledyard Corporation, a New York corporation since 2012, is located in

Cazenovia, New York.

21.

5 Ledyard Avenue LLC, a New York corporation since 2011, is located in

Cazenovia, New York.


22.

MoneyIns Inc., a New York corporation since 2007, is located in Cazenovia, New

23.

IICNet LLC, a New York corporation since 1999, is located in Cazenovia, NY.

York.

RELIEF DEFENDANT
24.

Chary Griffin, who resides in Cazenovia, New York, is James Griffins wife.

Chary Griffin received approximately $120,000 of 54Freedoms defrauded investors money


through checks written directly to her from 54Freedom bank accounts. In addition, investor
money was used to pay credit card bills in Chary Griffins name and travel expenses for trips that
Chary and James Griffin took to New Zealand, Hawaii, and other locations.
BACKGROUND
25.

From at least September 2007 through at least 2014, Griffin and Wolle, through

the 54Freedom Corporate Defendants, raised at least $8 million from at least 125 investors
through the offer and sale of 54Freedom shares, promissory notes, and CGAs.
26.

In selling the shares and promissory notes of the 54Freedom Corporate

Defendants, Griffin touted his experience in, and knowledge of, the insurance industry, claiming
that his expertise would help the 54Freedom entities build a successful insurance business.
27.

54Freedoms initial purported business strategy was to sell insurance to the

estimated 54 million Americans with disabilities. Griffin and 54Freedom claimed that
54Freedom would receive significant revenue from commissions generated by the sale of its
insurance products. However, 54Freedom sold few, if any, insurance products and never
generated significant or meaningful revenue.

28.

Griffin and Wolle subsequently shifted 54Freedoms purported business model to

focus on selling its CGA product. Griffin and 54Freedom told prospective investors in
54Freedom stock and notes that the companys CGA sales would generate substantial
commissions from sales of the CGAs themselves and from third-party charities designated by the
CGA purchasers (CGA purchasers had the option of designating a charity to receive a portion of
their CGA purchase price, and the charities purportedly were to pay 54Freedom a commission in
return).
29.

54Freedoms CGA-based business model likewise proved unsuccessful. All told,

over a two-year period, only approximately 16 individuals purchased 54Freedom CGAs.


30.

Griffin was directly involved in all aspects of the 54Freedom business, including

soliciting investors, organizing the sales operations, and drafting and/or reviewing marketing and
promotional materials and causing their distribution.
FRAUDULENT OFFERINGS OF 54FREEDOM STOCK AND NOTES
31.

Defendants material misrepresentations and omissions to prospective investors

in 54Freedom stock and notes fall into three general categories: (1) material false statements and
omissions in 54Freedom private placement memoranda sent to prospective investors (PPMs);
(2) false oral and email statements and omissions that Griffin and Wolle personally made to
individual prospective investors in 54Freedom stock; and (3) false oral statements that Griffin
and Wolle made regarding 54Freedom promissory notes either directly to investors or to a
small Virginia insurance agency that brokered the sale of a number of 54Freedom promissory
notes to individual investors (the Insurance Agency).
PPM False Statements and Omissions
32.

The false statements and material omissions contained in the 54Freedom PPMs

concern primarily unrealistic and unfounded projections that the 54Freedom Corporate
Defendants would (1) generate tens of millions of dollars in revenue in the near future; and
(2) hold initial public offerings of their securities. The 54Freedom Defendants financial
projections were, at best, highly questionable from the outset (when Griffin founded MoneyIns
in 2007) and became more and more fanciful over time -- as it became abundantly apparent that
54Freedom did not have the ability to create or run the various businesses it claimed to be
developing (which, in fact, it did not develop), and that 54Freedom was not generating, and
would not generate, significant revenue. Nonetheless, for at least five years, they continuously
sold their securities on the increasingly false premise of generating tens of millions of dollars in
future revenue.
MoneyIns
33.

In 2007, Griffin incorporated MoneyIns Inc. (MoneyIns), which he controlled

throughout its existence. From at least September 2007 through March 2012, Griffin and MoneyIns raised over $1.15 million through the sale of MoneyIns stock to at least 39 investors.
34.

As part of the MoneyIns stock sales effort, Griffin caused MoneyIns to send

potential investors MoneyIns PPMs, which described, among other things, MoneyIns purported
use of investor funds, its business strategy, and financial prospects.
35.

A July 2007 MoneyIns PPM described the company as follows:


MoneyIns is being developed to form and run a broker-dealer. The firm
will be related to USF Life & Annuities Brokering Inc. (USF), US Financial Marketing Group LLC (USFMG), IIC Marketing LLC and IIC Net
LLC. All entities listed are under James Griffins common controlling
ownership and each offer essential business operations. MoneyIns will
form the broker-dealer Griffin-Yarmark Securities, a wholly owned subsidiary of MoneyIns. MoneyIns is currently raising $2,000,000 to fund the
broker-dealer and increasing its marketing efforts on several critical ventures: 1. Distributing and installing the EZ Insurance Ticket platform into
Banks and Brokerage Firms; 2. Providing insurance products and services

to the Disabled; and 3. Providing market valuation of life insurance policies thru LifeBid, a life settlement valuation company.
36.

The MoneyIns PPM also made the following statements regarding its assets and

projected revenues:
MoneyIns business operations and assets are valued at $5.5 million as of
2007. The firm expects to generate $45 M in revenue in 2008, $155 M in
2009 and $272 M in 2010.
37.

In fact, however, although Griffin Yarmark Securities Inc. was incorporated on

September 10, 2007, it never became a registered broker-dealer.


38.

From 2007-2012, MoneyIns generated, at most, $11,500 in revenue and otherwise

funded itself through sales of 54Freedom securities.


39.

Nonetheless, from 2007-2012, Griffin and 54Freedom sold unsuspecting investors

$1.15 million in MoneyIns stock on false promises of enormous future revenue that MoneyIns
never had the ability to generate.
54Freedom Inc.
40.

In 2008, Griffin incorporated 54Freedom Inc., which he controlled throughout its

existence.
41.

From at least October 2008 through August 2012, Griffin and 54Freedom Inc.

raised over $1.4 million through the sale of 54Freedom Inc. stock to at least 45 investors. As
part of that sales effort, Griffin caused 54Freedom Inc. to send prospective investors PPMs describing, among other things, 54Freedom Inc.s use of investor proceeds, its purported business
and business prospects.
42.

An August 2009 54Freedom Inc. PPM stated that the companys mission was:
to meet the financial needs of two targeted groups: members of the disability community and their caregivers; and professional and entrepreneurial groups. We accomplish this mission by providing our insurance and

non-insurance products through the network of disability associations and


the professional groups/associations that serve the entrepreneur and small
business markets.
Originally founded as a company to provide insurance products to the disability community, 54Freedom developed and utilized insurance and noninsurance products that are also well-received by the non-disability community. In conducting our research, the Company identified an additional
underserved market the entrepreneur and small business owner. A strategic business decision incorporated those populations into our business
model as well.
The Company, in collaboration with national insurance carriers, markets a
full array of insurance and non-insurance products, including, but not limited to life insurance, annuity and health insurance.
43.

The 54Freedom Inc. PPM further stated that the Company intends to use the net

proceeds of the Offering for general corporate purposes and working capital.
44.

The 54Freedom Inc. PPM also included the following revenue projections:
The 54Freedom three-to-five year Business Model expects to generate
$142 million in revenue each year from three primary sources:
$50 million
$90 Million
$2-4 Million

45.

Assets Under Management $1 Billion in institutional and retail funds.


Policy Sales from Teller 3/Web Portal project.
Field Force individuals and entities (agencies, brokers, etc.)

Regarding the first expected revenue source, the 54Freedom Inc. PPM stated that

54Freedom Inc. intended to generate $1 billion in assets under management by offering a series of high quality investment products that are expected to be best-of-class, and that its
three-year goal was to generate $50 million in [asset management] fees over such period.
46.

Regarding its second expected revenue source, the 54Freedom Inc. PPM

described an electronic Teller 3/Web Portal that the company purportedly would utilize to
generate sales of its insurance products directly to the public. The PPM stated that it was
54Freedom Inc.s intention to place 5000 Teller 3/Web Portals across the country in the

10

locations that serve our target market, and that each site through the Teller 3/Web Portals is
expected to generate a daily $50 payment to 54Freedom.
47.

Regarding its third claimed revenue source, the 54Freedom Inc. PPM stated:
Our third source of revenue is expected to be the policies and products
sold by the field force of brokers and agents. The goal of their efforts,
coupled with the work occurring through the associations, is to generate
approximately $2-$4 million each year.

48.

In fact (1) as explained above, 54Freedom Inc. did not develop an asset

management business, much less one remotely approaching its projected $1 billion in assets
under management; (2) 54Freedom Inc. never developed its purported Teller 3/Web Portal
business; and (3) 54Freedom Inc. employed, at most, thirty people and never developed a field
force of insurance agencies or brokers to sell its purported insurance products.
49.

Furthermore, from 2008-2012, 54Freedom Inc. took in revenue of, at most,

approximately $3,600.
50.

Nonetheless, over a four year period, from 2008-2912, Griffin and 54Freedom

sold unsuspecting investors $1.4 million in 54Freedom Inc. stock on false promises of purported
businesses that never materialized and of enormous future revenue that 54Freedom Inc. never
had the ability to generate.
54Freedom Tele Inc.
51.

In 2010, Griffin incorporated 54Freedom Tele Inc., which he controlled through-

out its existence.


52.

From May 2010 through January 2012, Griffin and 54Freedom Tele Inc. raised

over $1 million by selling 54Freedom Tele Inc. promissory notes. In addition, in June 2010,
Griffin and 54Freedom Tele Inc. raised at least $5,000 by selling 54Freedom Tele Inc. stock. As
part of the sales efforts, Griffin caused 54Freedin Tele Inc. to send prospective investors, and

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brokers selling 54Freedom notes, a private placement memorandum and other marketing materials describing, among other things, 54Freedom Tele Inc.s purported business and business prospects.
53.

For example, the 54Freedom Tele Inc. PPM stated,


54Freedom Tele Inc. intends to operate as a provider of call center services. Our product will be purchased from insurance institutions, including the products created by 54Freedom Tele Inc. The disability community is a major sector.

54.

The 54Freedom Tele Inc. PPM and marketing materials also made the following

revenue projections:
Within 36 months, have profitable operations with over 100 telemarketers
with 50 customers, $25M in sales and be an integral part of the roll-up for
an IPO with 54Freedom Inc.
***
The initial revenue stream 54Freedom Tele, Inc. will be created through
selling 54Freedom Inc.'s insurance and related products directly to consumers. . . The second revenue stream is being created by selling
54Freedom Tele, Inc.'s call center services to large corporations who seek
to connect with these same customers.
55.

In fact, although 54Freedom did create a purported call-center in Florida (housing

approximately 15-30 telemarketers), 54Freedom Tele Inc. appears to have generated no revenue.
56.

Furthermore, contrary to the 54Freedom Tele Inc. PPM, neither 54Freedom Tele

Inc. nor 54Freedom Inc. took significant steps toward an initial public offering (IPO) of securities.
57.

Nonetheless, from at least May 2010 through January 2012, 54Freedom and Grif-

fin sold unsuspecting investors over $1 million in 54Freedom Tele Inc. stock and notes on false
promises of enormous future revenue that 54Freedom never had the ability to generate.

12

54Freedom Securities Inc.


58.

In 2010, Griffin incorporated 54Freedom Securities Inc., which he controlled

throughout its existence.


59.

From at least July 2010 through April 2011, Griffin and 54Freedom Securities

Inc. raised over $500,000 by selling 54Freedom Securities Inc. stock to at least 16 investors. As
part of that sales effort, Griffin caused 54Freedom Securities Inc. to send prospective investors a
PPM describing, among other things, 54Freedom Securities Inc.s purported business and business prospects.
60.

For example, the 54Freedom Securities Inc. PPM stated:


54Freedom Securities Inc. intends to operate as a provider of wholesale
brokerage services. Our product will be purchased from insurance institutions, including the products created by 54Freedom, Inc. and MoneyIns
Inc. The disability community is a major sector.
***
Product Concept
A Financial services company selling both fixed and variable products.
Fund raising for non-profit organizations will be a primary focus especially the Disabled Community.

61.

The 54Freedom Securities Inc. PPM further stated:


The first revenue stream for 54Freedom Securities Inc. will be created
through selling 54Freedom Securities Inc.'s insurance products directly to
consumers. MoneyIns Inc. holds most licenses and contracts.
54Freedoms insurance products are unique in that they fulfill the insurance needs of the disabled. No other insurance company has created customized products to meet these unique insurance needs. The competition
for this specific market is with regular insurance companies many of
which decline coverage altogether or charge exorbitant prices to this market.
***

13

The second revenue stream is created by services to non-profit organizations. We revenue share with them by creating donations with Charitable
Gift annuities.
***
Vision and Exit Strategy
Within 36 months, have over 50 non-profit organizations in fund raising
mode using our model. The Company will be part of the roll-up for an
IPO with 54Freedom Inc.
***
Medium Term Milestones
Within the coming 12 months, we expect to achieve the following goals
and objectives:
- Introduce the product at association meetings and other industry gatherings
- Obtain orders from 5 targeted prospects, representing potential orders
worth $1,000,000/mo
- Move towards IPO plans
Longer Term Milestones
- Staff up to 100 broker representatives.
- Move forward with IPO plans.
- Engage 50 or more non-profit organizations utilizing the fund raising
model.
62.

In fact, 54Freedom Securities Inc. never generated any revenue and funded itself

almost exclusively from the sale of 54Freedom securities. Furthermore, 54Freedom Securities
Inc. never had the wherewithal to generate anywhere close to its multi-million dollar revenue
projections described above.
63.

Nor did 54Freedom Securities Inc. take any significant steps toward an IPO of its

securities.
64.

Nonetheless, from at least May 2010 through January 2012, 54Freedom and Grif-

fin sold unsuspecting investors over $500,000 in 54Freedom Securities Inc. stock on false promises of enormous future revenue that 54Freedom Securities Inc. never had the ability to generate.

14

5 Ledyard Avenue LLC


65.

In 2011, Griffin incorporated 5 Ledyard Avenue LLC (5 Ledyard LLC), which

he controlled throughout its existence.


66.

From at least November 2011 through May 2012, Griffin and 5 Ledyard raised

over $1.3 million by selling 5 Ledyard LLC promissory notes to at least 16 investors. As part of
that sales effort, Griffin caused 5 Ledyard LLC to send prospective investors a PPM describing,
among other things, the terms of the promissory notes, 5 Ledyard LLCs use of investor
proceeds, and 54Freedoms business prospects.
67.

The 5 Ledyard LLC PPM offered investors 5 Ledyard LLC bonds secured by 5

Ledyard LLC stock. Investors were promised large annual cash payments over three years (ultimately totaling more than 200% of their principal investment), plus 10% interest per annum ...
on the unpaid Present Value principal balance. Investors were required to surrender to 5 Ledyard LLC a portion of their stock security interest upon receipt of each annual cash payment on
their bonds. The 5 Ledyard LLC PPM also stated that Mr. Griffin will provide a cross guarantee from 54Freedom Securities, Inc.
68.

According to the 5 Ledyard LLC PPM, the sole purpose of the LLC was to pur-

chase a very prominent 8,400sq foot Historical Building located at Five Ledyard Avenue, Cazenovia, NY to serve as the corporate headquarters for 54Freedom.
69.

The 5 Ledyard LLC PPM further stated:


It is Mr. [Jim] Griffins belief that the new 54Freedom Corporate Headquarters spearheads [sic] a significant symbol of the companys vision of
the American Ideals and Freedom in incorporating the tradition of Heritage, Quality, Substance and Conservatism as related to its mission in serving the senior and Disability Community in the United States.
5 LEDYARD AVE. Corporate Headquarters will also provide the strategic
presence of 54Freedoms National Conference, Technical Operations and

15

Broker Fulfillment Center to support the growth of 54Freedom insurance


and non-insurance products with particular focus on the companys
Linchpin product; 54Freedom Gift Annuity. The unique Gift Annuity
product is supported by patent-pending protection of the US Patent &
Trademark Office. Also, as a result of a recently Published Patent for the
54Freedom Gift Annuity, dtd September 22, 2011, this provides
54Freedom with the significant protection that we needed to Roll Out
the production on a full scale national level. Staffing for support of this
full scale roll out will be located at 5 LEDYARD AVE.
70.

As explained above, however, by 2011, it was plain that 54Freedoms purported

insurance and non-insurance products (including its CGAs), were not producing significant
revenue for 54Freedom, which relied exclusively, or virtually exclusively, on stock and bond investor proceeds for their funding.
71.

Furthermore, as further discussed below, 54Freedom was selling its 54Freedom

Gift Annuity in a manner that violated applicable IRS rules for charitable gift annuities.
72.

Thus, Griffin and 54Freedom knew or recklessly disregarded that 54Freedom did

not have the ability to pay its 5 Ledyard LLC noteholders the enormous returns it promised them.
5 Ledyard Corporation
73.

In 2012, Griffin incorporated 5 Ledyard Corporation (5 Ledyard Corp.), which

he controlled throughout its existence.


74.

In 2012, 5 Ledyard Corp. raised at least $50,000 by selling its stock to at least one

investor. As part of that sales effort, Griffin caused 5 Ledyard Corp. to send prospective
investors a PPM describing, among other things, 5 Ledyard Corp.s use of investor proceeds and
its purported business and business prospects.
75.

The 5 Ledyard Corp. PPM stated that:


[5 Ledyard Corp.] was organized to consolidate the initiatives of its affiliates for the purpose of generating precipitous sales growth of its lynchpin
patent pending 54FreedomTM Gift Annuity product that was invented, developed and successfully market-tested over the past two years. The Gift

16

Annuity product provides a significant opportunity for individuals, senior


citizens and retirees to experience and maximize their financial freedom to
repurpose amassed wealth by acquiring tax advantaged appropriate insurance and financial services products to meet their exacting needs. Also, as
a reciprocal byproduct of the 54FreedomTM Gift Annuity, the Company
will expand its relationships by providing worthy financial assistance to
Charitable Organizations that benefit from the Charitable Donation portion of the 54FreedomTM Gift Annuity sale.
76.

The 5 Ledyard Corp. PPM further stated that the Company intends to use the net

proceeds of this Offering for general corporate purposes and working capital.
77.

The 5 Ledyard Corp. PPM also made the following projection:


Our main source of revenue is expected to be the policies and products
sold by the field force of brokers and agents. The goal of their efforts,
coupled with the work occurring through the associations, is to generate
approximately $200-$400 million each year.

78.

In fact, 5 Ledyard Corp. never generated significant revenue and funded itself al-

most exclusively, through sales of 54Freedom securities. At most, 5 Ledyard Corp. took in revenue of approximately $24,000. Moreover, it never had the wherewithal (including the field
force of brokers and agents) necessary to generate anywhere close to its multi-million dollar
revenue projections described above.
79.

Also, in at least 2014, in an additional effort to sell 5 Ledyard Corp. stock, Griffin

and Wolle provided written materials to prospective investors touting 54Freedoms purported
Disability Income Protector product, which will provide you with up to 24 months of replacement income if you become disabled following an accident. The written materials further
claimed that 5 Ledyard Corp. had partnered with Lloyds of London as their exclusive U.S.
partner to create our Disability Income Protector product. In fact, as Griffin and Wolle knew or
recklessly disregarded, no 54Freedom entity had partnered with Lloyds of London, or had
such an agreement with Lloyds concerning a 54Freedom Disability Income Protector product.

17

*****
80.

Contrary to Griffins representations to investors, none of the 54Freedom Corpo-

rate Defendants had any significant business operations or generated significant revenues, and
they funded themselves exclusively, or virtually exclusively, from the cash they raised from their
investors.
81.

At all times, Griffin controlled all of the 54Freedom entities, and Griffin was

responsible for the creation and distribution of their PPMs and the above statements contained
therein. Griffin therefore knew or recklessly disregarded that 54Freedom had no wherewithal to
generate significant revenue and had never generated significant revenue, and that its source of
cash consisted almost exclusively of 54Freedom stock, note and CGA investor funds.
82.

Indeed, Griffin knew or recklessly disregarded that 54Freedom had taken only the

most minimal steps towards implementing its purported business model i.e., it created a
54Freedom website, 54Freedom sales materials, rented office space, and hired a limited sales
staff a far cry from the legion of brokers and agents he claimed to have at his disposal.
83.

Contrary to his representations to investors, Griffin also knew or recklessly

disregarded that 54Freedom had no actual plans to engage in an IPO of its securities and took no
concrete steps toward such an offering.
84.

Accordingly, Griffin knew or recklessly disregarded but failed to disclose to

prospective 54Freedom investors that 54Freedom had no realistic prospects of generating the
vast revenue streams projected in the PPMs, particularly after 54Freedoms initial failures to
develop the business or produce any significant revenue.

18

Griffin Commingled Investor Funds and Misappropriated At Least $1.2 Million


85.

Griffin and 54Freedom also failed to disclose to prospective investors that funds

they invested in a particular entity would be commingled with funds raised from other investors
in different 54Freedom entities. Griffin controlled all 54Freedom investor funds and regularly
directed 54Freedoms bookkeeper to transfer investor funds between and among the various
54Freedom Corporate Defendants, without any apparent business justification. Such
commingling contradicted the purportedly separate business plans of the individual 54Freedom
entities, as set forth in the PPMs. For example, 54Freedom Tele purportedly was to create and
operate the telemarketing center, while 5 Ledyard Avenue was to purchase and renovate the
property in Cazenovia, New York. Griffin, however without any disclosure to prospective
investors used the 54Freedom Corporate Defendants funds interchangeably, commingling and
freely transferring them among the bank accounts held by the various entities.
86.

Griffin and 54Freedom also failed to disclose to prospective 54Freedom investors

that Griffin intended to take money at will for himself from the funds raised in the stock and note
offerings a total of at least $1.2 million. Griffin deposited some investor checks directly into
his personal bank account, ordered transfers of other investor funds from 54Freedom to his
personal account (or to pay his and his wifes personal credit card bills), and repeatedly used
54Freedom credit and debit cards to pay his personal expenses all without any oversight or
express business justification. Thus contrary to the PPMs representations that 54Freedom
investor funds would be used for general corporate purposes and for working capital (or other
specific business purposes) Griffin diverted at will at least $1.2 million in 54Freedom investor
funds to himself and his wife. Griffin used investor funds to purchase for himself and his wife,
among other items, a large boat, expensive vacations, luxury cars, expensive clothing and

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jewelry, and country club memberships.


87.

In addition, Griffin diverted at least $750,000 of later 54Freedom investors funds

to pay earlier 54Freedom promissory note holders, in many cases using investor funds raised for
one entity to pay off investors in other entities. Griffin likewise failed to disclose to prospective
investors such use of investor funds.
Oral Misrepresentations Regarding 54Freedom Corporate Defendants Stock Sales
88.

Of the approximately $8 million raised through the sale of 54Freedom securities,

Defendants raised at least $3 million from at least 75 individuals through the sale of stock issued
by 54Freedom Inc., 54Freedom Securities, 54Freedom Tele, 5 Ledyard Corp. and MoneyIns.
89.

Griffin and Wolle personally solicited 54Freedom stock investors, many of whom

were elderly and primarily located in or near Cazenovia, New York. In addition to the false and
misleading statements and omissions contained in the various PPMs described above, Griffin and
Wolle solicited the investors through oral and email material misrepresentations and omissions.
Griffin and Wolle personally told prospective investors that their 54Freedom shares which
typically sold for $1.25 per share would increase to $20 per share in short order. Griffin also
told some investors that their shares would increase to $40 per share within a few additional
months, or would double or triple in value. In some instances, Griffin sold shares to investors for
$1.25 per share and, subsequently, sold additional shares to the same investors for $20 per share,
falsely claiming that 54Freedoms stock had increased in value.
90.

In fact, Griffin and Wolle had no basis to claim, and could not have believed at

the time, that 54Freedom shares had, or would have, any value, let alone the $20 or $40
valuation given to investors. To the contrary, as Griffin and Wolle knew or recklessly

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disregarded, 54Freedoms poor financial performance made it highly unlikely that the companys
shares would ever hold any significant market value.
91.

Griffin also misrepresented the value of the 54Freedom shares to the custodian for

many of the 54Freedom investors self-directed IRAs. Griffin, through 54Freedom, provided the
custodian with a concocted $20 per share value, without any basis whatsoever, despite the fact
that the shares were likely worthless. That representation not only misled 54Freedom investors
as to the value of their investments, but also caused them to overpay quarterly account
maintenance fees to the custodian.
92.

In addition, Griffin falsely told prospective 54Freedom stock investors that

54Freedom would engage in an IPO of its stock in the near future. As Griffin knew or recklessly
disregarded, he likewise had no basis to claim that such an IPO would occur and (and could not
have believed it would occur) and, in fact, took no steps toward implementing an IPO.
93.

Griffin also repeatedly and misleadingly told prospective 54Freedom stock (and

promissory note) investors that 54Freedom was on track and doing exceptionally well
financially. Griffin knew, however, that 54Freedoms only source of money was the sale of its
own securities. In several instances, these misrepresentations regarding 54Freedoms
performance enticed then-current shareholders to invest additional money in 54Freedom.
94.

In at least 2014, Griffin and Wolle also offered and sold stock to investors in 5

Ledyard Corp. based on the premise that their monies would be used to publish a book about
soccer based upon the Chicken Soup for the Soul inspirational format, and that those investors
would receive payments based on the royalties received by 5 Ledyard Corp. for publishing the
book. In fact, 5 Ledyard did not publish a book and did not take any concrete steps towards
publishing such a book. Despite the lack of any reasonable basis to make projections about

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investors expected or potential returns, Griffin and Wolle falsely told prospective investors that
they could expect 300% returns, and that investors could have their principal returned whenever
they wished. 5 Ledyard Corp. never published a book about soccer, and investor funds were
never returned, despite investors requests to Griffin and Wolle to do so.
Oral Misrepresentations Regarding 54Freedom Promissory Notes
95.

Defendants through 54Freedom salespersons and the Insurance Agency retained

to help sell the notes also sold at least $3 million in 54Freedom promissory notes to at least 40
individual investors. Defendants knowingly or recklessly made false and/or misleading oral
statements to the Insurance Agency and to prospective investors in those 54Freedom notes regarding 54Freedoms ability to repay principal and interest due on the notes.
96.

The terms of the 54Freedom note offerings varied. 54Freedom promised to pay

certain noteholders interest at 6-8% per annum in monthly or quarterly payments, with the
balance of the note due either at the end of the first or the second year, renewable at the
investors discretion. Other notes, however, promised interest as high as 10-12% per annum and
were due upon 30 days notice by the investors. The notes ranged in face amount from $25,000
to $300,000.
97.

Griffin falsely told prospective investors (and note salespersons) that 54Freedom

was doing well financially and, thus, easily could repay the notes.
98.

Furthermore, Wolle, in Griffins presence, falsely told the owners of the Insurance

Agency -- which 54Freedom had retained to sell a number of the 54Freedom notes -- that
54Freedom possessed a sinking fund, or reserve, from which to make principal payments on
the notes. In fact as Griffin and Wolle knew or recklessly disregarded no such sinking fund
existed.

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99.

Griffin and Wolle knew or recklessly disregarded that their statements regarding

54Freedoms ability to repay its notes were false because of 54Freedoms poor financial record
and because it had virtually no source of revenue other than investor funds.
100.

54Freedom has not repaid investors principal on certain of the promissory notes

(which are overdue) and is in arrears on interest payments due its noteholders.
FRAUDULENT OFFERING OF CGAs
101.

In or about 2009, Defendants began selling 54Freedoms purported CGA product.

54Freedom marketed and sold its CGAs primarily through the Insurance Agency, which sold approximately $2 million in CGAs to approximately 16 individuals.
102.

Investors learned about the 54Freedom CGAs from third-party salespersons,

primarily the Insurance Agency, which signed marketing agreements with 54Freedom.
54Freedom provided these salespersons with CGA marketing materials, including letters and
illustrations of expected returns to use in soliciting potential investors. 54Freedom paid these
salespersons commissions, generally 10% of the face value of the CGA.
103.

Griffin and 54Freedom marketed its purported CGA product to potential investors

as follows. The CGA investor would pay the purchase price to 54Freedom Foundation, a purportedly tax-exempt charitable corporation under Section 501(c) of the Internal Revenue Code.
54Freedom would then use a portion of those funds to purchase an annuity from an A-rated
third-party insurance company, in the name of 54Freedom Foundation, with the CGA investor
named as the beneficiary. 54Freedom Foundation was then supposed to pass through those annuity payments to the investor or named beneficiary of the investor. The CGA investor could
treat his or her remaining purchase price (the portion not used to acquire the annuity) as a charitable donation to 54Freedom Foundation. Alternatively, or in addition to that donation to

23

54Freedom Foundation, the investor could identify certain well-known national charities to receive smaller donation amounts.
104.

In fact, contrary to these representations, for the vast majority of CGAs that it

sold, 54Freedom never purchased the promised third-party annuities, and it did not operate as a
charitable organization. Rather, with limited exceptions, 54Freedom Foundation simply commingled the CGA investors funds with its other investors funds and used them indiscriminately.
105.

Based upon the above representations made to them by Griffin as well as the

same representations contained in 54Freedoms written marketing materials that Griffin provided
to them the Insurance Agency represented to prospective CGA investors that their invested
funds would be used to purchase annuities from a highly-rated insurance companythereby
guaranteeing the safety of their annuity payments. The 54Freedom marketing materials that the
Insurance Agency provided to 54Freedom investors stated that 54 Freedom Foundation
reinsures transactions through a carrier rated A or higher by A.M. Best. Griffin also sent
marketing materials directly to prospective investors claiming that the [a]nnuity promise is kept
by the national insurance carrier and that 54Freedom will redeploy assets to purchase an
[a]nnuity from a well rated insurer. In addition, at the time of their purchase of the CGAs,
investors completed paperwork for annuities sold by well-known, major U.S. insurance
companies.
106.

Contrary to Griffins and 54Freedoms representations to potential CGA

investors, and to salespersons at the Insurance Agency, 54Freedom did not purchase annuities
from third-party insurance companies and had no intention to do so. Instead, Griffin
commingled CGA investor money in the many 54Freedom bank accounts and used the money
that should have been used to purchase annuities for himself and for other undisclosed expenses

24

and to pay earlier investors, in Ponzi-like payments. For example, after commingling CGA
investors funds in 54Freedom bank accounts, Griffin directed that the funds be used to pay the
interest on 54Freedom promissory notes purchased by other investors.
107.

Of the 16 CGAs sold, 54Freedom purchased annuities for only two investors, and

it did so long after those investors had purchased their CGAs (and in amounts much smaller than
54Freedom had promised). Furthermore, one of those two investors (Investor A) had her
money returned by the third-party insurance company after Wolle acknowledged that, at
Griffins instruction, he had signed the investors name to portions of the insurers annuity
application without her permission. For the second investor, 54Freedom purchased two small
annuities. However, when 54Freedom ran out of cash, Griffin cashed in those annuities, without
the investors consent, and used the investors funds to pay personal expenses and earlier
54Freedom investors.
108.

Of the $2 million invested in CGAs, investors have been paid only $30,000 in

purported annuity payments (and an additional $254,000 returned to Investor A by the thirdparty insurance company). In addition, approximately $235,000 was paid to non-54Freedom
charities. To date, however, by using CGA investor funds for purposes other than those
promised, Griffin and 54Freedom misappropriated almost $1.5 of the $2 million entrusted to the
54Freedom Foundation by the CGA investors.
109.

Griffin and 54Freedom further failed to disclose to CGA investors that the

salespersons, primarily employees of the Insurance Agency, would receive a commission, let
alone that the commission was approximately 10% of the face value of the CGA. Furthermore,
Griffin and 54Freedom never disclosed to CGA investors that 54Freedom was to receive a

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marketing fee from some of the charities to which the investors could make donations, which
was to be deducted from the donation.
110.

Griffin and 54Freedom also misrepresented to CGA investors that 54Freedom

Foundation was a charitable enterprise. At the time 54Freedom was issuing CGAs, it claimed
that 54Freedom Foundation was operating as a non-profit organization. Although 54Freedom
Foundation did register as a 501(c) corporation with the Internal Revenue Service, Griffin and
Wolle operated 54Freedom Foundation for the primary purpose of issuing CGAs, rather than as a
charity. CGA paperwork, nonetheless, identified amounts transferred to 54Freedom Foundation
as a donation. 54Freedom Foundation marketed itself to potential CGA investors as a nonprofit corporation and a public charity, part of whose stated mission was to help fundraise
for organizations as well as provide the capital to our foundation to benefit the disability
community. Investors were thus misled into believing that 54Freedom Foundation was
operating a charitable enterprise that benefitted disabled Americans, which was not the case.
111.

Griffin and 54Freedom knew or recklessly disregarded, by January 2010, that its

purported CGA product which several of the 54Freedom PPMs touted to prospective stock and
note investors could not be marketed as intended. In January 2010, after the sale of its first
three CGAs, 54 Freedom learned from its accountant that the manner in which it was selling its
CGAs rendered them commercial insurance (rather than true CGAs) under the United States
Internal Revenue Code and, thus, could compromise the tax-exempt status of the 54Freedom
Corporate Defendants, as well as the tax benefits purchasers of the annuities were told they
would receive. Griffin and 54Freedom nonetheless continued to market and sell 54Freedom
CGAs in the same manner for the next approximately two years, without disclosing this material
tax issue to prospective CGA investors, or to investors in 54Freedom stock or notes.

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FIRST CLAIM FOR RELIEF


Violations of Section 17(a) of the Securities Act
(All Defendants)
112.

The Commission realleges and incorporates by reference each and every

allegation contained in paragraphs 1 through 111.


113.

Griffin, Wolle, and 54Freedom, in the offer or sale of securities, by use of the

means or instruments of transportation or communication in interstate commerce, or by the use


of the mails, directly or indirectly, singly or in concert, knowingly or recklessly have:
(a) employed or are employing devices, schemes or artifices to defraud;
(b) obtained money or property by means of untrue statements of material fact or by
omitting to state material facts necessary in order to make the statements made, in
light of the circumstances under which they were made, not misleading; or
(c) engaged in acts, transactions, practices and courses of business which operated or
would have operated as a fraud or deceit upon purchasers of securities.
114.

By reason of the foregoing, Griffin, Wolle, and 54Freedom, directly or indirectly,

violated, and unless enjoined will again violate, Section 17(a) of the Securities Act [15 U.S.C.
77q(a)].
115.

By reason of the foregoing, pursuant to Section 20(b) of the Securities Act, Wolle

aided and abetted the Securities Act Section 17(a) primary violations of Griffin and 54 Freedom.
116.

By reason of the foregoing, pursuant to Section 20(b) of the Securities Act,

Griffin aided and abetted the Securities Act Section 17(a) primary violations of 54 Freedom.

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SECOND CLAIM FOR RELIEF


Violations of Section 10(b) of the Exchange Act
and Rule 10b-5 Thereunder
(All Defendants)
117.

The Commission realleges and incorporates by reference each and every

allegation contained in paragraphs 1 through 110.


118.

Griffin, Wolle, and 54Freedom, in connection with the purchase or sale of

securities, by the use of the means or instrumentalities of interstate commerce, or of the mails, or
of the facilities of a national securities exchange, directly or indirectly, singly or in concert,
knowingly or recklessly have:
(a) employed or are employing devices, schemes or artifices to defraud;
(b) made untrue statements of material facts or have omitted to state material facts
necessary in order to make the statements made, in the light of the circumstances
under which they were made, not misleading; or
(c) engaged in acts, transactions, practices and courses of business which operated or
would have operated as a fraud or deceit upon any person.
119.

The misstatements and omissions of fact detailed in paragraphs 1 through 72 were

material.
120.

By reason of the foregoing, Griffin and 54Freedom, directly or indirectly,

violated, and unless enjoined will again violate, Section 10(b) of the Exchange Act [15 U.S.C.
78j(b)] and Rule 10b-5 thereunder [17 C.F.R. 240.10b-5].
121.

By reason of the foregoing, pursuant to Section 21(d) of the Exchange Act, Wolle

aided and abetted the Exchange Act Section 10(b) and Rule 10b-5 primary violations of Griffin
and 54 Freedom.

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122.

By reason of the foregoing, pursuant to Section 21(d) of the Exchange Act,

Griffin aided and abetted the Exchange Act Section 10(b) and Rule 10b-5 primary violations of
54 Freedom.
123.

By reason of the foregoing, pursuant to Exchange Act Section 20(a), as a control

person of the 54Freedom Corporate Defendants, Griffin violated, and unless enjoined will again
violate, Exchange Act Section 10(b) and Rule 10b-5 thereunder.
THIRD CLAIM FOR RELIEF
Violations of Sections 5(a) and 5(c) of the Securities Act
(All Defendants)
124.

The Commission realleges and incorporates by reference each and every

allegation contained in paragraphs 1 through 110.


125.

Griffin and Wolle were primary participants in the offerings and sales of the

54Freedom stock, promissory notes, and CGAs.


126.

At the time of the offers and sales of the 54Freedom Defendants shares,

promissory notes and CGAs, no registration statements were filed or in effect regarding those
securities offerings and sales, and no exemption from such registration applied to those offerings
and sales.
127.

Defendants, directly or indirectly, made use of the means or instruments of

transportation or communication in interstate commerce or of the mails to offer and sell


securities through the use or medium of a prospectus or otherwise, and carried or caused to be
carried through the mails, or in interstate commerce, by means or instruments of transportation,
such securities for the purpose of sale or for delivery after sale, when no registration statement
had been filed or was in effect as to such securities.

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128.

By reason of the foregoing, Defendants violated, and unless enjoined will again

violate, Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. 77e(a) and (c)].
FOURTH CLAIM FOR RELIEF
Violations of Section 15(a) of the Exchange Act
(Griffin and Wolle)
129.

The Commission realleges and incorporates by reference each and every

allegation contained in paragraphs 1 through 110.


130.

Griffin and Wolle directly participated in the offer and sale of 54Freedom shares

and promissory notes and also directed salespersons to sell CGAs. Griffin and Wolle
communicated directly with investors in the shares and some investors in the notes regarding the
nature of the investments. Griffin directly told at least some investors in the promissory notes
that they were guaranteed and also established the rate of return on the notes. Griffin and Wolle
told the salespersons selling notes and CGAs how to describe the investments to potential
investors.
131.

Griffin and Wolle received commissions for selling 54Freedom investments.

132.

Neither Griffin nor Wolle was registered as a broker-dealer or associated with a

registered broker-dealer at the time of the offers and sales of 54Freedom securities.
133.

Griffin and Wolle, while engaged in the business of effecting transactions in

securities for the account of others made use of the mails or the means or instrumentalities of
interstate commerce to effect transactions in, or to induce or attempt to induce the purchase or
sale of, a security without being registered in accordance with Section 15(a) of the Exchange
Act.
134.

By reason of the foregoing, Griffin and Wolle violated, and unless enjoined will

again violate, Section 15(a) of the Exchange Act [15 U.S.C. 780(a)].

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FIFTH CLAIM FOR RELIEF


Equity Disgorgement, Unjust Enrichment and Constructive Trust
(Chary Griffin)
135.

The Commission realleges and incorporates by reference each and every

allegation contained in paragraphs 1 through 110.


136.

Relief Defendant Chary Griffin obtained money, property or assets which are the

proceeds, or are traceable to the proceeds, of the violations of the securities laws by James
Griffin and 54Freedom.
137.

Chary Griffin has no legitimate claim to these ill-gotten gains.

138.

Chary Griffin should be required to disgorge all ill-gotten gains to which she has

no legitimate claim under the equitable doctrines of disgorgement, unjust enrichment, and
constructive trust.
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court:
1.

Find that the Defendants committed each of the violations alleged in this

Complaint;
2.

Permanently restraining and enjoining Defendants, and their agents, servants,

employees and attorneys, and all persons in active concert or participation with them who
receive actual notice of the injunction by personal service or otherwise, from violating the laws
and rules alleged in this Complaint;
3.

Order that Defendants, and Relief Defendant Chary Griffin, each disgorge any

and all ill-gotten gains they received as a result of their violations of the federal securities laws,
plus prejudgment and post-judgment interest thereon;

31

4.

Order Defendants to pay civil money penalties pursuant to Section 20(d) of the

Securities Act [15 U.S.C. 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C.
78u(d)(3)]; and
5.

Granting such other and further relief as the Court may deem just and proper.

Dated: New York, New York


July 30, 2015

By

/s/ Jack Kaufman_______________


Jack Kaufman
Senior Trial Counsel
Christopher J. Dunnigan
Senior Counsel
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
3 World Financial Center, Suite 400
New York, New York 10281
(212) 336-1000

Of Counsel:
Andrew M. Calamari
Celeste Chase
Olivia Zach

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